Carlisle Companies Signs Definitive Agreement to Sell Carlisle Interconnect Technologies to Complete its Pivot to a Pure Play Building Products Company
30 Janeiro 2024 - 10:00AM
Business Wire
Carlisle Companies Incorporated (NYSE: CSL), a leading supplier
of innovative building products and solutions, today announced the
signing of a definitive agreement to sell Carlisle Interconnect
Technologies (“CIT”) to Amphenol Corporation (NYSE: APH) in a
transaction valued at $2.025 billion. The transaction, which
follows Carlisle’s previously announced process to sell CIT, is
subject to certain closing adjustments and conditions, including
regulatory clearances, and is expected to close by the end of the
second quarter of 2024.
Chris Koch, Chair, President and Chief Executive Officer, said
“The sale of CIT aligns with our Vision 2030 strategy and
represents a significant milestone in our strategic pivot from a
diversified industrial portfolio of businesses to a premier pure
play building products company. As we complete this strategic
shift, we look forward to executing our commitment in Vision 2030
to delivering over $40 of adjusted EPS through our innovative
building envelope products and solutions. We are confident that our
focus on building envelope solutions will allow our shareholders to
benefit from mega trends around energy efficiency, labor savings
and the re-roofing cycle and capitalize on the industry-leading
returns provided by our streamlined portfolio.
The profitable growth and superior returns that we have
demonstrated since 2018 are largely attributable to our strategic
pivot and highly accretive capital allocation methodology. We are
further strengthening our capital foundation with the expected
proceeds from the sale of CIT. When combined with our 15%+ free
cash flow margin expected to continue through 2024 and beyond, this
heightened financial strength affords us substantial flexibility to
effectively execute our share repurchase program, pursue strategic
building product acquisitions and other high-returning capital
allocation priorities.”
J.P. Morgan Securities LLC is serving as Carlisle’s financial
advisor for the transaction and Kirkland and Ellis LLP is acting as
its legal advisor.
Forward-Looking Statements and Non-GAAP
Financial Measures
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements generally use words such as
"expect," "foresee," "anticipate," "believe," "project," "should,"
"estimate," "will," "plans," "intends," "forecast," and similar
expressions, and reflect our expectations concerning the future.
Such statements are made based on known events and circumstances at
the time of publication and, as such, are subject in the future to
unforeseen risks and uncertainties. It is possible that our future
performance may differ materially from current expectations
expressed in these forward-looking statements, due to a variety of
factors such as: increasing price and product/service competition
by foreign and domestic competitors, including new entrants;
technological developments and changes; the ability to continue to
introduce competitive new products and services on a timely,
cost-effective basis; our mix of products/services; increases in
raw material costs that cannot be recovered in product pricing;
domestic and foreign governmental and public policy changes
including environmental and industry regulations; the ability to
meet our goals relating to our intended reduction of greenhouse gas
emissions, including our net zero commitments; threats associated
with and efforts to combat terrorism; protection and validity of
patent and other intellectual property rights; the identification
of strategic acquisition targets and our successful completion of
any transaction and integration of our strategic acquisitions; our
successful completion of strategic dispositions; the cyclical
nature of our businesses; the impact of information technology,
cybersecurity or data security breaches at our businesses or third
parties; the outcome of pending and future litigation and
governmental proceedings; the emergence or continuation of
widespread health emergencies such as the COVID-19 pandemic,
including, for example, expectations regarding their impact on our
businesses, including on customer demand, supply chains and
distribution systems, production, our ability to maintain
appropriate labor levels, our ability to ship products to our
customers, our future results, or our full-year financial outlook;
and the other factors discussed in the reports we file with or
furnish to the Securities and Exchange Commission from time to
time. In addition, such statements could be affected by general
industry and market conditions and growth rates, the condition of
the financial and credit markets and general domestic and
international economic conditions, including inflation and interest
rate and currency exchange rate fluctuations. Further, any conflict
in the international arena, including the Russian invasion of
Ukraine and war in the Middle East, may adversely affect general
market conditions and our future performance. Any forward-looking
statement speaks only as of the date on which that statement is
made, and we undertake no duty to update any forward-looking
statement to reflect events or circumstances, including
unanticipated events, after the date on which that statement is
made, unless otherwise required by law. New factors emerge from
time to time and it is not possible for management to predict all
of those factors, nor can it assess the impact of each of those
factors on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking
statement.
This press release also contains forward-looking statements with
respect to the sale of CIT and the anticipated timing of the
closing of the transaction. These statements represent only
Carlisle’s current belief regarding future events, many of which,
by their nature, are inherently uncertain and outside of Carlisle’s
control. Actual results could differ materially from those
reflected in this press release for various reasons, including the
failure of the parties to meet or waive closing conditions and the
failure to receive required regulatory approvals. Carlisle
disclaims any obligation to update forward-looking statements
except as required by law.
This press release refers to certain non-GAAP financial
measures. The Company believes that providing selected non-GAAP
financial measures enhances the Company’s and investors’
understanding of the Company’s and its segments’ financial
performance. Non-GAAP financial measures should not be considered
replacements for, and should be read together with, the most
comparable GAAP financial measures. The Company defines its
non-GAAP financial measure of adjusted EPS as diluted earnings per
share excluding exit and disposal and facility rationalization
costs, inventory step-up amortization and acquisition costs,
impairment charges, gains and losses from litigation, losses on
extinguishment of debt, amortization of acquisition intangible
assets, and discrete tax items; and the impact of including
dilutive securities divided by diluted weighted average shares
outstanding. The Company defines its non-GAAP measure of free cash
flow margin as the percentage that results from dividing net cash
provided by operating activities less capital expenditure by total
revenues. The Company is not providing reconciliations for the
forward-looking non-GAAP financial measures stated herein because
the Company does not provide GAAP financial measures on a
forward-looking basis as the Company is unable to predict with
reasonable certainty the ultimate outcome of adjusted items without
unreasonable effort. These items are uncertain, depend on various
factors, and could be materials to the Company’s financial results
computed in accordance with GAAP.
About Carlisle Companies
Incorporated
Carlisle Companies Incorporated is a leading supplier of
innovative building envelope products and solutions for more energy
efficient buildings. Through its building products businesses –
Carlisle Construction Materials (“CCM”) and Carlisle
Weatherproofing Technologies (“CWT”) – and family of leading
brands, Carlisle delivers innovative, labor-reducing and
environmentally responsible products and solutions to customers
through the Carlisle Experience. Carlisle is committed to
generating superior shareholder returns and maintaining a balanced
capital deployment approach, including investments in our
businesses, strategic acquisitions, share repurchases and continued
dividend increases. Leveraging its culture of continuous
improvement as embodied in the Carlisle Operating System (“COS”),
Carlisle has committed to achieving net-zero greenhouse gas
emissions by 2050.
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version on businesswire.com: https://www.businesswire.com/news/home/20240130381966/en/
Mehul Patel Vice President, Investor Relations Carlisle
Companies Incorporated (310) 592-9668 mpatel@carlisle.com
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